MultiSensor AI (MSAI) Files for 4.67M Share Offering

MultiSensor AI (NASDAQ: MSAI) has filed the following:

This is a public offering of shares of common stock, par value $0.0001 per share (“Common Stock”), of MultiSensor AI Holdings, Inc. We are offering 4,672,897 shares of our Common Stock. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “MSAI.” On June 14, 2024, the closing price of our Common Stock on The Nasdaq Capital Market was $2.14 per share.

The offering is being underwritten on a firm commitment basis. We have granted the underwriters an option, exercisable by the underwriters any time and from time to time for 45 days, to purchase up to an additional 684,931 shares of Common Stock, representing 15% of the Common Stock sold in the offering (at an assumed public offering price of $2.14 per share of Common Stock, which is the last reported sales price of our Common Stock on The Nasdaq Capital Market on June 14, 2024), on the same terms and conditions set forth above solely to cover over-allotments.

For illustrative purposes only, we have assumed an offering price of $2.14 per share, and we will adjust the information in this prospectus based on the actual public offering price, the actual number of shares of Common Stock that we offer in this offering, and other terms of this offering detmined at pricing. The final public offering price of the shares of Common Stock in this offering will be determined through negotiation between us and the underwriters in the offering and the recent market price of our Common Stock used throughout this prospectus may not be indicative of the final offering price.

On June , 2024, we entered into a securities purchase agreement with (the “PIPE Investor”) pursuant to which the PIPE Investor agreed to purchase for an aggregate purchase price of $15.0 million (the “Purchase Price”) a number of shares of Common Stock equal to the Purchase Price divided by the final public offering price in this offering up to the Share Cap, with the balance purchased as pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), in a private placement transaction, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as provided by Section 4(a)(2) thereof, that we anticipate will close substantially concurrently with, and which will be contingent and conditioned upon consummation of, this offering (the “Concurrent Private Placement”). The sale of such securities to PIPE Investor will not be registered under the Securities Act and will be subject to a -day lock-up agreement with the underwriters in connection with this offering. For illustrative purposes only, we have assumed that all Pre-Funded Warrants are exercised immediately following the offering.

Upon the completion of this offering and the Concurrent Private Placement, PIPE Investor will beneficially own approximately 27.4% of the voting power of our shares of common stock eligible to vote in the election of directors (or 26.7% if the underwriters exercise in full their option to purchase additional shares of our common stock to cover over-allotments).

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